Judge: Peter A. Hernandez, Case: 21PSCV00698, Date: 2022-08-24 Tentative Ruling

Case Number: 21PSCV00698    Hearing Date: August 24, 2022    Dept: O

1.         Plaintiff/Cross-Defendant Hafiz KR Bhutta’s Demurrer to Cross-Complaint is SUSTAINED. The court will hear from counsel for Cross-Complainants as to whether leave to amend is requested, and as to which cause(s) of action, and will require an offer of proof if so.

2.         Plaintiff/Cross-Defendant Hafiz KR Bhutta’s Motion to Strike Portions of Cross-Complaint is DENIED as MOOT.

Background   

Case No. TC024974

This action was instituted by Plaintiffs M3M, Hafif Bhutta and Hafiz Bhutta (“Hafiz”) on December 17, 2010; it was dismissed by the court on May 15, 2012.

On May 4, 2021, the court related this instant case to Case No. KC070658; Case No. KC070658 was designated the lead case. On September 15, 2021, the court related this instant case to Case No. 21PSCV00698; Case No. 21PSCV00698 was designated the lead case.

On January 10, 2022, the court deemed this instant case related to Case Nos. 21PSCV00698, KC070658 and KC061980. On February 8, 2022, the court deemed Case No. KC070658 to be the lead case.

Case No. KC061980

This action was instituted by Rosamond Construction Services, Inc. on August 24, 2011; it was dismissed by the court on October 3, 2013.

On December 21, 2020, the court related this instant case to Case No. KC070658 and designated Case No. KC070658 as the lead case. On January 10, 2022, the court deemed this instant case related to Case Nos. 21PSCV00698, KC070658 and TC024974. On February 8, 2022, the court deemed Case No. KC070658 to be the lead case.

Case No. KC070658

Hafiz alleges as follows: In 2013, Hafiz entered into a settlement agreement with Haroon Amin (“Haroon”), Infiniti Investments, LLC, The 2008 Amin Revocable Living Trust and Infiniti Holdings, LLC (collectively, “Defendants”), but Defendants improperly induced Hafiz to accept $100,000.00 less than he should have received. Haroon also breached an agreement to provide bank or financial documentation relating to this.

On June 25, 2019, Hafiz filed a Second Amended Complaint (“SAC”), asserting causes of action against Defendants and Does 1-50 for:

1.                  Breach of Contract

2.                  Fraud/Negligent Misrepresentation

3.                  Constructive Fraud

4.                  Conversion

5.                  Common Counts

6.                  Common Counts

7.                  Common Counts

8.                  Accounting

On August 27, 2019, Plaintiff filed an “Amendment to Complaint,” wherein Infinity Care LLC was named in lieu of Doe 1.

On December 12, 2019, the court sustained Amin’s demurrer to the first through third and eighth causes of action without leave; the court sustained Trust’s demurrer without leave as to the entire SAC.

On December 21, 2020, the court related this instant case with Case No. KC061980 and designated this instant case as the lead case. On May 4, 2021, the court related this instant case with Case No. TC024974 and designated this instant case as the lead case.

On February 8, 2022, the court deemed this instant case related to Case Nos. 21PSCV00698, KC051980 and TC024974; this instant case was designated as the lead case.

A Trial Setting Conference is set for August 24, 2022.

Case No. 21PSCV00698

Hafiz alleges as follows: In or around 2007/2008, Haroon, individually and as an agent or representative of all other defendants, accepted $400,000.00 from Hafiz and used that money to purchase several skilled nursing/hospice care facilities. M3M contributed an additional $400,000.00. In or around 2011, M3M filed Case No. TC024974 against defendants, which was settled against defendants in or around October 2013 by entering into three agreements. Hafiz is the assignee of M3M’s interests. This lawsuit pertains to Defendants’ violation in or around January 2021 of one of these agreements (known as the “Florida Rehab Facility Agreement” [“FRF Agreement”].)

On September 15, 2021, the court related this instant case to Case No. TC024974; this instant case was designated the lead case.

On December 3, 2021, Hafiz filed a First Amended Complaint (“FAC”), asserting causes of action against Infinity Care, LLC, Infinity Care of West Covina Inc., Infinity Care of Maywood, Inc., Infinity Care of East L.A., Inc. (East LA Infinity”), Infiniti Investments, LLC, Infiniti Holdings, LLC, Infiniti Computers LLC, The 2008 Amin Revocable Living Trust (“Trust”), Mohammad Kamdar (“Mohammad”), Bina Kamdar (“Bina”), Haroon, Saif Amin (“Saif”) and Does 1-50 for:

 

1.                  Breach of (Written) Contract

2.                  Breach of Verbal Contract

3.                  Bad Faith Denial of Contractual Existence

4.                  Intentional Misrepresentation

5.                  Concealment

6.                  False Promise

7.                  Negligent Misrepresentation

8.                  Constructive Fraud

9.                  Breach of Fiduciary Duty

10.              Breach of Implied Covenant of Good Faith and Fair Dealing

11.              Money Lent (Common Count)

12.              Money Paid For or Against (Common Count)

13.              Money Had and Received (Common Count)

14.              Unjust Enrichment

15.              Conversion

16.              Declaratory Relief

17.              Breach of Contract

18.              Fraud in the Inducement; Fraudulent Misrepresentation

19.              Breach of Fiduciary Duty

20.              Fraud/Illegal Sale of Security/False Entries in Corporate Records

21.              Money Against (Common Count)

22.              Money Paid Against (Common Count)

23.              Money Had and Received (Common Count)

24.              Conversion

25.              Declaratory Relief

 

On February 8, 2022, the court deemed this instant case related to Case Nos. KC070658, KC051980 and TC024974; Case No. KC070658 was designated as the lead case.

On May 10, 2022, the court sustained Haroon, Mohammad, Bina, Saif, East LA Infinity’s and Trust’s demurrer to the fourth through eighth causes of action in Hafiz’s FAC without leave to amend.

On June 10, 2022, Haroon, Mohammad, Bina, Saif and East LA Infinity filed a cross-complaint, asserting causes of action against Hafiz and Roes 1-50 for:

1.                  Breach of Contract

2.                  Breach of Implied Covenant of Good Faith and Fair Dealing

3.                  Declaratory Relief

A Case Management Conference is set for August 24, 2022.

1.         Demurrer

Legal Standard

A demurrer may be made on the grounds that the pleading, inter alia, does not state facts sufficient to constitute a cause of action and/or is uncertain (Code Civ. Proc., § 430.10, subds. (e) and (f).) A demurrer may also be made, in an action founded upon a contract, that it cannot be ascertained from the pleading whether the contract is written, is oral, or is implied by conduct. (Code Civ. Proc., § 430.10, subd. (g).)

When considering demurrers, courts read the allegations liberally and in context. In a demurrer proceeding, the defects must be apparent on the face of the pleading or via proper judicial notice. (Donabedian v. Mercury Ins. Co. (2004) 116 Cal.App.4th 968, 994.) “A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed.” (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905 [citations omitted].) At the pleading stage, a plaintiff need only allege ultimate facts sufficient to apprise the defendant of the factual basis for the claim against him. (Semole v. Sansoucie (1972) 28 Cal. App. 3d 714, 721.) “[A] demurrer does not, however, admit contentions, deductions or conclusions of fact or law alleged in the pleading, or the construction placed on an instrument pleaded therein, or facts impossible in law, or allegations contrary to facts of which a court may take judicial knowledge.” (S. Shore Land Co. v. Petersen (1964) 226 Cal.App.2d 725, 732 [citations omitted].)

Discussion

Hafiz demurs, pursuant to Code of Civil Procedure § 430.10, subdivisions (e) and (f), to the first through third causes of action in Haroon, Mohammad, Bina, Saif and East LA Infinity’s cross-complaint, on the basis that they each fail to state facts sufficient to constitute a cause of action and are uncertain.

Request for Judicial Notice

The court rules on Hafiz’s Request for Judicial Notice (“RJN”) as follows: Granted as to Request No. 1 (i.e., Plaintiff’s FAC filed December 3, 2021); Granted as to Request No. 2 (i.e., May 10, 2022 ruling on Defendants’ demurrer to the FAC) and Denied as to Request No. 3 (i.e., letter between counsel).

First and Second Causes of Action (i.e., Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing, Respectively)

“[T]he elements of a cause of action for breach of contract are (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

Haroon, Mohammad, Bina, Saif and East LA Infinity allege that they entered into the $150K agreement with Hafiz on or about October 3, 2013 (Cross-Complaint, ¶ 21) and that Hafiz, by filing the FAC in the underlying action, “is in direct violation of. . . release language and covenant not to sue, and is explicitly in breach of the $150K Agreement pursuant to the language contained in Paragraph III.H” (Id., ¶ 29.) They seek damages in this instant cross-complaint based on Hafiz’s purported breach of the $150K Agreement. Haroon, Mohammad, Bina, Saif and East LA Infinity’s second cause of action is likewise based on the $150K Agreement and Hafiz’s purported breach of same.

The foregoing allegations are based on the flawed belief that Hafiz’s FAC is based on the $150K Agreement. It is not. Hafiz has alleged, in relevant part, that he is the assignee of M3M’s interests and the beneficiary of the claims in this lawsuit (FAC, ¶ 1); that, in or around October 2013, M3M settled its lawsuit against Defendants (i.e., case styled M3M v. Infinity Care, et al., Case No. TC024974) by entering into three agreements (Id., ¶¶ 14, 20 and 21); and that this instant lawsuit pertains to Defendants’ violation of one of these three agreements, known as the FRF Agreement (Id., ¶¶ 14 and 22). Page 8, line 10 of the FAC, in fact, states as follows: “Agreement #2: ‘$150K” AGREEMENT: (not a part of this complaint).”

Hafiz’s demurrer is sustained.

Third Cause of Action (i.e., Declaratory Relief)

“A complaint for declaratory relief must demonstrate: (1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to the rights or obligations of a party.” (Brownfield v. Daniel Freeman Marina Hospital (1989) 208 Cal.App.3d 405, 410.)

Again, Haroon, Mohammad, Bina, Saif and East LA Infinity’s cause of action is based upon their flawed belief that Hafiz’s FAC is based on the $150K Agreement. (See Cross-Complaint, ¶ 43 [“Cross-Complainants request that the Court exercise its inherent power to interpret and ascertain Cross-Complainant’s rights under the $150K Agreement, and applicable law, and accordingly enter a judgment declaring that Cross-Complainants are not liable to Bhutta for any of the re-asserted claims in the FAC from the M3M Litigation, that Bhutta has released Cross-Complainants from any liability and sums pursuant to the terms of the $150K Agreement, and otherwise declaring the rights and obligations of the parties and applicable law”], ¶ 44 [“There exists a justiciable controversy between Cross-Complainants and Bhutta over Bhutta’s allegation that Cross-Complainants are obligated to pay him any monies, and as to Cross-Complainants’ claim that Bhutta has released Cross-Complainants from liability for the sums alleged in his FAC pursuant to the terms of the $150K Agreement, which are ripe for judicial determination and in which Cross-Complainant have a legally protectable interest”] and ¶ 45 [“A declaratory judgment is necessary and appropriate at this time so that the parties may know their respective rights and duties regarding Bhutta’s responsibility to release Cross-Complainants from these claims pursuant to the terms of the $150K Agreement and pay Cross-Complainants for the damages incurred in connection with Bhutta’s breach of the $150K Agreement, and act accordingly herein”].)

Accordingly, Hafiz’s demurrer is sustained.

2.         Motion to Strike

Hafiz’s motion to strike is denied as moot, based upon the ruling made on the demurrer.